Exhibit 3.42
Series Gallery Drop 044, a Series of ▇▇▇▇ Gallery LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of ▇▇▇▇ Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
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Name of Series
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Series Gallery Drop 044, a Series of ▇▇▇▇ Gallery LLC (“Series Gallery Drop 044”).
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Effective Date of Establishment
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October 6, 2020.
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Managing Member
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▇▇▇▇ Wealth, Inc. was appointed as the Managing Member of Series Gallery Drop 044 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Gallery Drop 044 until dissolution of Series Gallery Drop 044 pursuant to Section 11.01(b) or its removal and replacement pursuant to Section 4.03 or ARTICLE X.
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Initial Member
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▇▇▇▇ Wealth, Inc.
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Series Gallery Drop 044 Asset
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The Series Gallery Drop 044 Asset shall be a pair of Nike Air Jordan 1 High “‘Shattered Backboard’ Origin Story,” game-worn, signed sneakers acquired by Series Gallery Drop 044 as at the date of this Series Designation and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Gallery Drop 044 from time to time, as determined by the Managing Member in its sole discretion.
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Asset Manager
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▇▇▇▇ Wealth, Inc.
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Asset Management Fee
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Pursuant to the Asset Management Agreement, the Asset Manager is entitled to a Sourcing Fee as compensation for sourcing the Series Gallery Drop 044 Asset that is equal to 2.24% of the gross proceeds of the Initial Offering, which the Asset Manager may waive in its sole discretion.
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Issuance
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Subject to Section 6.03(a), the maximum number of Series Gallery Drop 044 Interests the Company can issue is 46,670.
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Number of Series Gallery Drop 044 Interests held by the Managing Member
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On the date hereof, Series Gallery Drop 044 hereby grants to the Managing Member a single Series Gallery Drop 044 Interest, which Interest shall be considered issued and outstanding as of the date hereof but may not be recorded in the books of the Company until the closing of the Initial Offering of Series Gallery Drop 044 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
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Broker
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Dalmore Group, LLC.
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Brokerage Fee
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1% of the purchase price of the Series Gallery Drop 044 Interests sold in the Initial Offering of the Series Gallery Drop 044 Interests.
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Other Rights |
Holders of Series Gallery Drop 044 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Gallery Drop 044 Interests. |
Officers |
There shall initially be no specific officers associated with Series Gallery Drop 044, although the Managing Member may appoint officers of Series Gallery Drop 044 from time to time, in its sole discretion. |
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Minimum Interests
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One (1) Interest per Member.
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| Managing Member Minimum and Maximum Interests |
The Managing Member may purchase a minimum of 2% and a maximum of 19.99% of Series Gallery Drop 044 Interests at the closing of the Initial Offering, although such minimum and maximum thresholds may be waived or modified by the Managing Member in its sole discretion. |